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Organization Of Domestic Nonprofit, Nonstock Corporations

California nonprofit, nonstock corporations organized for religious, charitable, social, educational, recreational or similar purposes are formed under the Nonprofit Corporation Law, commencing with California Corporations Code Section 5000.

The three primary types of nonprofit corporations, namely, public benefit, mutual benefit and religious, are described below.

A. A corporation organized primarily for charitable purposes and which plans to obtain state tax exempt status under Section 23701d of the Revenue and Taxation Code and/or federal tax exempt status under Section 501(c)(3) of the Internal Revenue Code or organized to act as a civic league or a social welfare organization and which plans to obtain state tax exempt status under Section 23701f of the Revenue and Taxation Code and/or federal tax exempt status under Section 501(c)(4) of the Internal Revenue Code is a nonprofit PUBLIC BENEFIT corporation.
B. A corporation for other than religious, charitable, civic league or social welfare purposes and planning to obtain tax exempt status under provisions other than Sections 23701d, 23701f, 501(c)(4) or not planning to be tax exempt at all is a nonprofit MUTUAL BENEFIT corporation.
C. A corporation organized to operate a church or to be otherwise structured for primarily religious purposes is a nonprofit RELIGIOUS corporation.

Samples, drafted to meet minimum statutory requirements, are available in PDF file format and can be viewed and printed from your computer using the most current version of the Adobe Reader (available for free from Adobe's website). The samples can be used as a guide in preparing documents to be filed with the Secretary of State to incorporate. You must determine the type of nonprofit corporation to be formed and follow the applicable sample. It is, however, suggested that you seek private counsel for advice regarding the proposed corporation's specific needs, which may require the inclusion of special permissive provisions.

The fee for filing Articles of Incorporation on behalf of a nonprofit, nonstock corporation is $30.00. Check(s) should be made payable to the Secretary of State.

PLEASE NOTE: Nonprofit corporations are subject to California corporation franchise tax requirements until such time as they formally dissolve unless a determination of exemption is issued by the Franchise Tax Board. Application for a determination of exemption must be made after incorporation by mailing an Exemption Application (FTB Form 3500), along with an endorsed copy of the Articles of Incorporation and any other supporting documentation, to the Franchise Tax Board, Post Office Box 942857, Sacramento, California 94257-4041. Form FTB 3500 can be obtained from the Franchise Tax Board by calling 1-800-338-0505, or can be downloaded from the Franchise Tax Boards Internet website. Information regarding franchise tax exemption can be obtained from the Franchise Tax Boards Internet website or by calling the Franchise Tax Board at (916) 845-4171. Questions regarding franchise tax requirements must be directed to the Franchise Tax Board.

The original and at least four copies of the Articles of Incorporation should be included with your submittal. The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the original to be filed. Any additional copies submitted with the original will be certified upon request and payment of the $8.00 per copy certification fee.

Documents may be hand delivered to any Secretary of State office location for over-the-counter processing or may be mailed to the Sacramento office. Please refer to Contact Information for office locations, addresses and phone numbers.

  • Cash is accepted only in the Sacramento office.
  • Duplicate original documents must be submitted when filing in a regional office.
  • Regional offices do not process mailed in documents.
  • A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento office or in any of the regional offices located in Fresno, Los Angeles, San Diego and San Francisco. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail to the Sacramento office.

    Preclearance or expedited filing of eligible corporate documents can be requested in a specified time frame, for an additional fee (in lieu of the $15.00 special handling fee), as described in the Preclearance/Expedited Filing Service Information. The preclearance/expedited filing service is not available in the regional offices.

    When forming a new corporation you may also wish to contact one or more of the following agencies for additional information:

    The Secretary of State does not license corporations or business entities. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the organization.

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